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NOTES AND INSTRUCTIONS <br /> 1. State the true exact corporate name as it appears on the records of the Office of the Secretary of State BEFORE any <br /> amendments herein reported. <br /> 2. Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors <br /> have been named or elected. (§10.10) <br /> 3. Directors may adopt amendments without shareholder approval in only seven Instances, as follows: <br /> a. To remove the names and addresses of directors named in the Articles of Incorporation. <br /> b. To remove the name and address of the initial registered agent and registered office, provided a statement pursuant <br /> to§5.10 is also filed. <br /> c. To increase,decrease,create or eliminate the par value of the shares of any class,so long as no class or series of <br /> shares is adversely affected. <br /> d. To split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long <br /> as no class or series is adversely affected thereby. <br /> e. To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited" or the <br /> abbreviation"corp.,""inc.,""co.,"or"Itd."for a similar word or abbreviation in the name,or by adding a geographical <br /> attribution to the name. <br /> f. To reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with§9.05. <br /> g. To restate the Articles of Incorporation as currently amended. (§10.15) <br /> 4. All amendments not adopted under§10.10 or§10.15 require (1) that the board of directors adopt a resolution setting <br /> forth the proposed amendment and(2) that the shareholders approve the amendment. <br /> Shareholder approval may be(1)by vote at a shareholders'meeting(either annual or special)or(2)by consent,in writ- <br /> ing,without a meeting. <br /> To be adopted,the amendment must receive the affirmative vote or consent of the holders of at least two-thirds of the <br /> outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a two-thirds vote <br /> within each class is required). <br /> The Articles of Incorporation may supersede the two-thirds vote requirement by specifying any smaller or larger vote <br /> requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each <br /> class when class voting applies. (§10.20) <br /> 5. When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least <br /> five days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent <br /> must be promptly notified of the passage of the amendment.(§7.10&§10,20) <br /> 6. In the event of an increase in paid-in capital,the corporation must pay all applicable franchise taxes,penalties and inter- <br /> est before this document can be accepted for filing. <br /> Page 4 <br /> uuas.ananois Wdiffs rJu.ero"uM <br />